Parker Chamber Bylaws

ARTICLE I

DEFINITIONS

1.1  The Corporation shall mean the Parker Chamber of Commerce, a Colorado nonprofit corporation.

1.2  The Articles of Incorporation shall mean the articles of incorporation of the Corporation filed with the Colorado Secretary of State on October 8, 1965, as they may be amended from time to time.

1.3  Board of Directors or Board shall mean the board of directors of the Corporation.

1.4  Director shall mean a member of the Board of Directors of the Corporation.

1.5  Bylaws shall mean the bylaws of the Corporation as they may be amended from time to time.

1.6  Whenever a pronoun is used in these Bylaws, the masculine shall include the feminine and the feminine shall include the masculine.

ARTICLE II

OFFICES

2.1  The principal offices of the Corporation shall be 20118 Mainstreet, Suite A, Parker, Colorado, 80138, but the Corporation may, in the discretion of the Board of Directors, keep and maintain offices wherever the business of the Corporation may require.

2.2  Registered Office and Agent. The Corporation shall have and continuously maintain in the State of Colorado a registered office and a registered agent whose business office is identical with such registered office. The initial registered office and the initial registered agent are specified in the Articles of Incorporation. The Corporation may change its registered office or change its registered agent, or both, upon filing a statement as specified by the Colorado Nonprofit Corporation Act in the office of the Secretary of State of Colorado, or by otherwise complying with Colorado law as it may apply from time to time.

ARTICLE III

MEMBERSHIP

3.1  Types of Members. The membership of the Corporation shall consist of Voting and Non-Voting members. The Voting Members, shall have all the rights, privileges and powers of the members as specified in these Bylaws or as required by the Colorado Nonprofit Corporation Act or other statutes, including, but not limited to, all voting rights with respect to the matters set forth in these Bylaws. The Non-Voting members are valued participants in the Corporation?s affairs, and will be kept informed about developments in the Corporation to the extent practicable, but they will not be allowed to actively participate in the affairs of the Corporation as a voting member.

3.2  Qualifications for Membership. With respect to each of the classes of members, the following qualifications for membership shall apply:

(a) Voting Members. The powers of the membership, and the status of Voting Members of the Corporation, shall be vested in those persons who are qualified to be members pursuant to the Articles and Bylaws of this Corporation.

(b) Members shall be enrolled as Voting Members upon successful acceptance by the Board or their representative Membership Committee. The Board shall establish membership requirements from time to time and shall cause those requirements to be known to all current and prospective members.

(c) Non-Voting Members.  From time to time, the Board of Directors may establish criteria by which individuals or organizations may be enrolled as Non-voting members. The Board may use terms such as ?Honorary? ?Retired? ?Distinguished? or ?Ex-Officio? to describe one or more classifications of Non-voting members.

3.3  Matters on Which Voting Members are Required to Vote. On the following matters the action in question may not be taken except with the affirmative vote of the Voting Members of the Corporation in the manner prescribed by the Colorado Nonprofit Corporation Act, as it may be amended from time to time, or these Bylaws:

(a) the election and removal of Directors;

(b) the amending or restating of the Articles of Incorporation;

(c) the adoption of amendments to these Bylaws which affect the powers, right, or authority of the members;

(d) the merger or consolidation of the Corporation with another corporation;

(e) the sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all the property or assets of the Corporation;

(f) the voluntary dissolution or liquidation of the Corporation; and

(g) any other matter which is required to be submitted to a vote of the members.

3.4  Matters on Which Voting Members are Entitled to Vote.  In addition to the voting rights set forth in Section 3.3, the Voting Members shall be entitled to vote on such other matters as may be directed to a vote of the Voting Members by the Board of Directors.

3.5  Meeting.  Any meeting of the members may be held at such time and place, within or outside of the State of Colorado, as may be fixed by the Board of Directors or as shall be specified in the notice of the meeting or waiver of notice of the meeting. The Non-Voting Members shall not hold regular or special meetings, and shall not be entitled to notice of regular or special meetings of the Voting Members, but the Corporation shall make an effort in good faith to send notice of any such meetings to the Non-Voting Members so that they can attend if they wish.  Non-Voting Members may, however, attend any meeting of the Voting Members, express their views on subjects being considered by the Voting Members, and obtain minutes of Voting Members? meetings by sending a written request to the Secretary.

3.6  Annual Meeting of Voting Members.  The annual meeting of Voting Members shall be held at such time and such place during the month of November of each year as designated by the Board of Directors.

3.7  Special Meetings of Voting Members.  Special meetings of the Voting Members, for any purpose or purposes (which purpose or purposes shall be stated in the notice of the meeting), may be called by the President, the Board of Directors, or by Voting Members. Special Meeting called by the members pursuant hereto shall be placed in writing and given to the President of the Board of Directors. In order for a Special Meeting to be called by the members, a written demand must be signed and dated by members holding no less than ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting. Upon verification of these standards, the Board shall call a Special Meeting of the Members and shall give notice to comply with these Bylaws.

3.8  Notices.  Written notice stating the place, day and hour of any meeting of the Voting Members shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting to all Voting Members entitled to notice of the meeting.  Notices shall meet the requirements of the Colorado Nonprofit Corporation Act.  In the case of any meeting of Voting Members at which action will be taken and a vote cast, the purpose or purposes for which the meeting is called shall be stated in the notice.  In the case of each annual meeting of Voting Members, the names of the candidates nominated by the Nominating Committee, pursuant to these Bylaws, to fill the places on the Board representing terms expiring at said annual meeting, shall be stated in the notice.

3.9  Quorum.  Voting Members representing ten percent (10%) of the votes to which the Voting Members are entitled in person shall constitute a quorum at any meeting of the members.  If a quorum shall not be present, the Voting Members present in person may adjourn the meeting from time to time, without notice other than announcement at the meeting, for a period not to exceed sixty (60) days at any one adjournment, until the number of Voting Members required for a quorum shall be present.  At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting originally called.  The Voting Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Voting Members to leave less than a quorum.

3.10  Voting.  Except as otherwise provided by law or these Bylaws, all matters submitted to a vote at a meeting of the members shall be decided by a vote of the majority of the Voting Members entitled to vote on the subject matter represented in person at a meeting and at which a quorum is present.  All votes to be cast shall be cast in person and no proxy voting shall be permitted. Voting for Directors shall be specifically specified in Article 4.

3.11  Waiver.  Whenever any law or these Bylaws require a notice of a members? meeting to be given, a written waiver of notice signed by a Voting Member entitled to notice, whether before, at, or after the time stated in the notice, shall be equivalent to the giving of notice.  Attendance of a Voting Member at a meeting constitutes a waiver notice of the meeting, except where the Voting Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, and does not otherwise participate in the meeting.

3.12  Action by Voting Members Without a Meeting.  Any action required to, or which        may, be taken at a meeting of the Voting Members may be taken without a meeting if a consent in writing, setting forth the action so taken and stating that it is being taken by unanimous written consent, shall be signed by all of the Voting Members entitled to vote with respect to such action.  Such consent may be executed in counterparts and shall be effective as of the date of the last signature, unless a different effective date is stated in the written consent.

3.13  Termination and Suspension.  The Board of Directors may terminate or suspend a membership for conduct detrimental to the reputation of Corporation, provided that the termination or suspension is approved by two-thirds vote of a quorum of the Board, acting in good faith and in a fair and reasonable manner.  The member shall be given fifteen (15) days notice of the suspension or termination and a statement of the reasons for it.  The member shall have an opportunity to be heard, orally or in writing, not less than five (5) days before the effective date of the suspension or termination by the Board of Directors.  The required notice may be given by any method reasonably calculated to give actual notice, or by first class, or registered mail to the member?s last known address shown on the Chamber records.  Compliance with the above required procedure for termination of a membership does not entitle the Chamber of Commerce to violate a member?s contractual or other rights or violate any law.

ARTICLE IV

BOARD OF DIRECTORS

4.1  General Powers and Duties.  The property, affairs and business of the Corporation shall be managed under the direction and supervision of the Board of Directors.  The Board shall have and exercise, on behalf of the Corporation, all the rights, powers and privileges granted to the Corporation as a corporation not for profit organized under the laws of Colorado in the carrying out of the purposes set forth in the Articles of Incorporation.  In addition to the powers and duties otherwise expressly vested in or imposed on it by law or the Articles of Incorporation, the Board of Directors shall have the following powers and duties:

(a) to determine the goals and policies of the Corporation in accordance with its purposes and objectives;

(b) to provide for adequate financing of the operations of the Corporation by insuring that sufficient revenue is obtained, approving annual operating and capital budgets, and exercising businesslike control over expenditures;

(c) to select and evaluate the President and Vice President and other officers of the Corporation;

(d) to establish appropriate controls to assure that major policies and plans are implemented;

(e) subject to Article VI of the Articles of Incorporation, to adopt resolutions setting forth proposed amendments to the Articles of Incorporation upon the affirmative vote of a majority of the entire Board at a meeting duly called upon notice of such purpose, subject, however, to adoption by at least two-thirds (2/3) of the members present at any meeting of members, the notice of which included the text of the proposed amendment.

4.2  Number and Qualifications.  There shall be thirteen (13) members of the Board of Directors, nominated and elected, or appointed, as provided in these Bylaws.  The number of Directors may be changed by an amendment to these Bylaws, but no amendment to these Bylaws which decreases the size of the Board shall have the effect of shortening the term of any incumbent Director.  The President, the President-Elect, the Secretary and the Treasurer of the Corporation shall at all times, by virtue of their positions, be members of the Board of Directors.  Any member of the Board of Directors who is serving as such as a result of his position as Officer of the Corporation will cease to be a Director of the Corporation if he ceases to serve as an Officer of the Corporation.  No one may be elected to the Board of Directors who is not a member of the Corporation.

4.3  Term.  Directors shall serve until their successors are elected or appointed and qualified, according to the following:

(a) Directors shall be elected to serve for terms of three years, except the members of the Board who are members by virtue of their positions, as Officers of the Corporation shall serve only for their term of office.

(b) The President-Elect shall start to serve a three-year term as a member of the Board of Directors at the term of his election to the office of President-Elect and notwithstanding the foregoing shall complete such term during the year he ceases to be Past President.

(c) The terms of the Board members shall be staggered for the purpose of providing consistency and know-how in the changing leadership of Board members. Every effort shall be made to attempt to have the terms of Board member staggered such that every year a maximum of three terms shall expire. Nothing in this section, however, shall cause to require a rigid plan of staggered terms.

(d) Term of office shall begin on January 1st after the election of the Board of Directors as shall take place at the annual meeting each year in November, or on the first day of the month after any election has taken place for the Board of Directors other than at the annual meeting.

4.4 Nomination and Election.

(a) The Voting Members shall elect Directors from a slate of candidates presented by the Nominating Committee. The Nominating Committee shall be comprised of the Past President, the President-Elect and three (3) at-large members selected by the Past President and President-Elect that have participated in the most recent previous election Board members. The Nominating Committee shall present a slate of candidates that number 2 more than the number of Directors to be elected. The Nominating Committee shall select, qualify, interview, and evaluate potential Board candidates. All candidates for election to the Board must meet the minimum requirements of having been a Voting Member of the Corporation in good standing for no less than six months prior to the election and shall have served on at least one committee or have provided outstanding service to the Corporation in the discretion of the Nominating Committee.

(b) Voting for members of the Board of Directors shall take place by written ballot. All Voting Members shall receive notice of the election with appropriate ballot materials to include a ballot card and ballot envelope. Each Voting Member shall be entitled to vote for as many Directors as there are Directors to be elected, however, no single candidate can receive more than one vote per Voting Member. The notice shall stipulate the time and manner by which ballots must be returned. All ballots must be sealed in the ballot envelope and the envelope must be signed by the Voting Member.

(c) The President shall appoint a committee of three (3) Voting Members who are not candidates for the election to the Board to supervise the opening and counting of ballots and to ascertain and certify the results. The counting of ballots will be accomplished within a single sitting at a date and time determined by the Nominating Committee. In the case of a tie for any elected position, the Board of Directors shall cast votes at a special meeting of the Board to break the tie.

(d) The Directors so elected shall be the number of Directors to be elected with the highest number of votes.

4.5  Appointment.  The President, Past President, President-Elect, Secretary and the Treasurer of the Corporation shall at all times, by virtue of their positions, be members of the Board of Directors of the Corporation.  The Executive Director shall be an ex-officio member of the Board of Directors.

4.6  Vacancies.  Vacancies in the Board of Directors caused by the removal, resignation, or death of any elected Director shall be filled by nomination and the affirmative vote of a majority of the remaining Directors of the Corporation subject to Section 5.5 and the remaining provisions of this Article IV.  The term of a Director elected to fill such a vacancy shall begin at the time of his election and qualification, and he shall hold office during the unexpired term of his predecessor in office.  The Board may either elect a person to fill a position resulting from a vacancy, in which case the person shall hold office until the next annual meeting of the members and until his successor shall have been elected and qualified, or, the Board may leave such a position open until the next annual meeting of Voting Members; provided, however, that no such position may be left open unless the next annual meeting of Voting Members is to be held on a date not more than two (2) months after the date on which the vacancy arose.

4.7  Removal and Resignation.  The Voting Members of the Corporation may, upon the affirmative vote of a majority of the Voting Members present in person at a meeting called for the purpose, remove any Director (except Directors serving ex-officio) from the Board with or without cause.  Any Director may resign at any time by giving written notice to the President or the Secretary.  Such resignation shall take effect at the date of receipt of such notice, or at any later date specified in the notice, and, unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.  Any Director who shall be absent for three (3) consecutive meetings of the Board shall be deemed to have tendered his resignation to the Board, subject to acceptance by the Board in its sole discretion.

ARTICLE V

MEETINGS OF THE BOARD

5.1  Regular Meetings.  The regular meetings of the Board of Directors shall be held each month of the calendar year at a date and time to be fixed by the Board of Directors.

5.2  Special Meetings.  Special meetings of the Board may be called at any time by the President, the President-Elect or by any three (3) members of the Board.

5.3  Notices.  No notice of the regular meetings of the Board of Directors is required to be given, but such notice may be given as directed by the President or the Secretary.  Notice of a regular meeting at which the question of an amendment to the Articles of Incorporation is to be submitted to a vote shall be given pursuant to this section.  Notice of a special meeting stating the date, hour, and place of such meeting shall be given to each member of the Board of Directors by the President, the Secretary, or the members of the Board calling the meeting.  A notice of a meeting may be given by depositing it in the United States mail postage prepaid at least seven (7) days before the meeting addressed to each Director at the last address furnished to the Corporation for this purpose, and any notice so mailed shall be deemed to have been given at the time it is mailed.  Notice may also be given at least twenty-four (24) hours before the meeting in person, or by telephone, facsimile, or similar electronic method, and such notice shall be deemed to have been given at the time when the personal or telephone conversation occurs, or when the facsimile or similar electronic method of notice is either personally delivered to the Director or delivered to the last address of the Director furnished to the Corporation for this purpose.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting unless otherwise required by law or these Bylaws.

5.4  A written waiver of notice of a meeting signed by a Director, whether before, at, or after the time stated herein, shall be equivalent to the giving of notice.  Attendance of a Director at a meeting constitutes a waiver of notice of such meeting, except where a Director attends a meeting for the sole purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, and does not otherwise participate in the meeting.

5.5  Quorum.  At all meetings of the Board of Directors a majority of the entire Board shall constitute a quorum for the transaction of business, and, in the absence of a quorum, a majority of the Directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum is present.  The act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by law, the Articles of Incorporation, or these Bylaws.  When the business before the Board is the filling of vacancies on the Board, a majority of the remaining Board shall constitute a quorum.

5.6  Place of Meetings.  The Board of Directors may hold its meetings, either regular or special, at such place or places within or outside the State of Colorado as the Board of Directors may, from time to time, determine.

5.7  Attendance by Telephone.  Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute attendance in person at the meeting.

5.8  Action by Directors Without a Meeting.  Any action required to or which may be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken and stating that it is being taken by unanimous written consent as provided in these Bylaws, shall be signed by all of the Directors entitled to vote with respect to such action.  Such consent may be executed in counterparts and shall be effective as of the date of the last signature thereon, unless a different effective date is stated therein.

5.9  Proxy Voting.  Proxy voting shall not be permitted at any meeting of the Directors.

ARTICLE VI

COMMITTEES OF THE BOARD OF DIRECTORS

6.1  Formation of Committees.  The Board of Directors from time to time may, by resolution adopted by a majority of the Directors in office, designate and appoint one or more ad hoc committees, each of which shall include at least two (2) Directors.  Any committee which will or may exercise any power of the Board of Directors shall be composed exclusively of Directors; however, committees formed for other purposes may have members who are not Directors.  All committees shall be given an explicit charge and shall serve at the pleasure of the Board.  Committees composed exclusively of Directors may, to the extent provided in the resolution authorizing said Committee, have any of the authority, powers, and duties of the Board of Directors, except that no such committee shall have the authority of the Board of Directors in reference to amending, restating, or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any officer or Director of the Corporation; amending the Articles of Incorporation; restating the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the property or assets of the Corporation; authorizing the voluntary dissolution, liquidation, bankruptcy, or reorganization of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; amending, altering, or repealing any resolution of the Board of Directors; or taking any other action which may hereafter be prohibited to committees of directors by law.  This section shall be automatically amended to be consistent with the Colorado Nonprofit Corporation Act?s provisions relating to the authority of committees of boards of directors, as those provisions may exist from time to time.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon him by law.  Subject to the foregoing, the Board of Directors may provide by resolution such powers, limitations, and procedures for such committees as the Board deems advisable.

6.2  Executive Committee.  There shall be an Executive Committee whose members shall be the President, Past President, President-Elect, the Secretary, Treasurer and the Executive Director (as an ex-officio member).  The Executive Committee shall have all of the powers and responsibilities of the Board of Directors subject to the direction of the Board of Directors and subject to the ratification of the Board of Directors in areas as determined by the Board of Directors by resolution and for the hiring of certain personnel.

ARTICLE VII

OFFICERS

7.1  Number and Election.   The officers of the Corporation shall be a President, President-Elect, Past President, a Secretary and a Treasurer, who shall be elected by the Board of Directors.  Election shall be by a simple majority with a quorum present.  No person shall be elected to office of President for two consecutive terms.  The President-Elect of the previous year will normally be elected President.  In addition, the Board of Directors may elect one or more Vice Presidents, and the Board of Directors or the President may appoint one or more Assistant Secretaries or Assistant Treasurers and such other subordinate officers and agents as it or he shall deem necessary, who shall hold their offices and agencies for such terms and shall have such authorities, powers and duties as shall be determined from time to time by these Bylaws, the Board of Directors, or the President.  Any two or more offices may be held by the same person except the offices of President and Treasurer.  The officers of the corporation shall be natural persons of the age of eighteen years or older.

7.2  President.  The President shall be the chief executive officer of the Corporation. Subject to the direction and control of the Board of Directors, he shall supervise the activities of the Corporation and shall see that all policies and instructions of the Board of Directors are carried into effect.  He may negotiate for, execute and deliver (or cause to be negotiated, executed or delivered) contracts, deeds and other instruments and agreements on behalf of the Corporation as are necessary or appropriate in the ordinary course of its business or as are duly authorized or approved by the Board of Directors or committees designated by the Board of Directors.  He shall have such additional authority, powers, and duties as are appropriate and customary for the office of President and chief executive officer, and as the Board of Directors may prescribe from time to time.  The President shall at all times, by virtue of his position, be a member of the Board of Directors of the Corporation. President-Elect.  The President-Elect shall, in the absence or incapacity of the President, assume the powers and responsibilities of the President.

7.3  Vice-President(s).  The Board of Directors from time to time may elect one or more Vice-Presidents.  The Vice-Presidents, in the order determined by the Board of Directors, shall be officers next in seniority after the President-Elect. Each such Vice-President shall have such authority, powers, and duties as are prescribed by the Board of Directors and the President.  Upon the death, absence, or disability of the President, the Vice-Presidents, in the order determined by the Board of Directors, shall have the authority, powers, and duties of the President.

7.4  Secretary.  The Secretary shall give, or cause to be given, notice of all special meetings of the Board of Directors, keep the minutes of such meetings, have charge of the corporate seal and stock records, be responsible for the maintenance of all corporate records and files and the preparation and filing of reports to governmental agencies (other than tax returns), have authority to impress or affix the corporate seal to any instrument requiring it (and, when so impressed of affixed, it may be attested by his signature), and have such other authority, powers, and duties as are appropriate and customary for the office of secretary or as the Board of Directors or the President may prescribe from time to time.

7.5  Assistant Secretary.  The Assistant Secretary, if any, or, if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors or the President shall, under the supervision of the President and the Secretary, have such authority, powers, and duties as may be prescribed from time to time by the Board of Directors or the President.  Upon the death, absence, or disability of the Secretary, the Assistant Secretary, if any, or, if there shall be more than one, the Assistant Secretaries in the order designated by the Board of Directors or President shall have the authority, powers, and duties of the Secretary.

7.6  Treasurer.  The Treasurer shall have control of the funds and the care and custody of all stocks, bonds, and other securities owned by the Corporation and shall be responsible for the preparation and filing of tax returns.  He shall receive all moneys paid to the Corporation and, subject to any limits imposed by the Board of Directors or the President, shall have authority to give receipts and vouchers, to sign and endorse checks and warrants in the Corporation?s name and on the Corporation?s behalf, and give full discharge for the same.  The Treasurer shall also have charge of disbursement of the funds of the Corporation, shall keep full and accurate records of the receipts and disbursements, and shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation.  He shall have such additional authority, powers and duties as are appropriate and customary for the office of Treasurer and as the Board of Directors or President may prescribe from time to time.

7.7  Assistant Treasurer.   The Assistant Treasurer, if any, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors or the President shall, under the supervision of the Treasurer, have such authority, powers and duties as may be prescribed from time to time by the Board of Directors or the President.  Upon the death, absence or disability of the Treasurer, the Assistant Treasurer, if any, or, if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors or the President shall have the authority, powers, and duties of the Treasurer.

7.8  Resignation, Removal and Vacancies.   Any officer may resign at any time by giving written notice to the President or to the Secretary.  Such resignation shall take effect at the date of receipt of such notice or at any later date specified in the notice.  The acceptance of such resignation shall not be necessary to make it effective, unless the notice so provides.  Any officer elected or appointed may be removed with or without cause by the persons authorized to elect or appoint such officer.  The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed.  A vacancy occurring in any office because of death, resignation, removal, or any other cause, the election or appointment to which office is made by the Board of Directors, shall be filled by the Board of Directors for the unexpired portion of that officer?s term.  Any vacancy occurring in any other office of the Corporation may be filled by the persons authorized to elect or appoint the person to hold that office for the unexpired portion of that officer?s term.

7.9  Salaries.  The Board of Directors shall fix from time to time the salaries or wages of officers who do not perform their duties gratis for the Corporation.  Election or appointment of an officer shall not of itself create a contract or other right to compensation for services performed as such officer.

7.10  Agents and Employees.  The Board of Directors may appoint or employ such agents or other employees as it may deem advisable from time to time, and may delegate to any officer of the Corporation the power to appoint and prescribe the authority and duties of any such agents or employees.  Appointment or employment of an agent or employee shall not of itself create a contract or other right to compensation for services performed as such agent or employee.

ARTICLE VIII

INDEMNIFICATION

8.1  To the fullest extent specifically permitted or provided by the Colorado Nonprofit Corporation Act, as amended from time to time, or by other general indemnification provisions as provided by Colorado Revised Statutes, the Corporation shall indemnify any person against all liability and expense incurred by reason of the fact that he is or was a Director or officer of the Corporation, or while serving as a Director or officer of the Corporation, he is or was serving at the request of the Corporation as a director, officer, partner, or trustee of, or in any similar managerial, advisory, or fiduciary position of, or as an employee or agent of, another corporation, partnership, joint venture, trust, or other entity.  In addition to the foregoing obligation of indemnification, and with a view to giving the person covered by these provisions the broadest possible indemnity, the Corporation shall also indemnify persons as provided in the succeeding paragraphs of this Article VIII.

8.2  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a Director or officer of the Corporation or, while serving as a Director or officer of the Corporation, he is or was serving at the request of the Corporation as a director, officer, partner or trustee of, or in any similar managerial, advisory, or fiduciary position of, or as an employee or agent of, another corporation, partnership, joint venture, trust, or other entity, against expenses (including attorneys? fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he believed in good faith to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had, in good faith, no cause to believe that his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of no contest or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he believed in good faith to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had, in good faith, cause to believe that his conduct was not unlawful.

8.3  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director of officer of the Corporation or, while serving as a Director of officer of the Corporation, he is or was serving at the request of the Corporation as a director, officer, partner or trustee of, or in any similar managerial, advisory, or fiduciary position of, or as an employee or agent of, another corporation, partnership, joint venture, trust, or their entity, against expenses (including attorneys? fees), actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he believed in good faith to be in or not opposed to the best interests of the Corporation; but no such indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and then only to the extent that, the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.

8.4  To the extent that a person entitled to indemnification under Sections 8.2 or 8.3 has been successful on the merits in defense of any action, suit, or proceeding referred to in those sections, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys? fees) actually and reasonably incurred by him in connection therewith.

8.5  Any indemnification under Sections 8.2 or 8.3 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the person seeking indemnification is proper in the circumstances because he has met the applicable standard of conduct set forth in those sections.  Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding, or, if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

8.6  Expenses (including attorneys? fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized in Section 8.5, upon receipt of an undertaking by or on behalf of the person seeking the advance to repay such amount unless it is ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

8.7  The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Articles of Incorporation, any Bylaw, agreement, vote of disinterested Directors, or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be in the position which entitled him to such indemnification and shall inure to the benefit of heirs, executors, and administrators of such a person.  The provisions in this Article VIII shall not be deemed to preclude the Corporation from indemnifying other persons from similar or other expenses and liabilities as the Board of Directors may determine in a specific instance or by resolution of general application.

8.8  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, or trustee, or any similar managerial, advisory, or fiduciary position, or as an employee, or agent of another corporation, partnership, joint venture, trust, or other entity or any other person against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VIII.

ARTICLE IX

CONFLICTS OF INTEREST

No contract or transaction entered into by the Corporation shall be rendered invalid by the fact that a Director or officer or the Corporation is personally interested in it or may have interests which are or might be adverse to the interests.